34+ Sample Material Transfer Agreement

What Is a Material Transfer Agreement?

Before we define what a material transfer agreement is, what does research material mean? To simply define it, research material refers to any and all types of material, such as documents, records, software, information, and so on that are created during the research activity. They are usually tangible and as such may be transferred from one institute to another for personal research purposes provided that a prior agreement has been made between them.

A material transfer agreement is a legal document that oversees the transfer of physical research materials between two organizations where the receiver wants to utilize the materials for his or her own research goals and not necessarily for use in research collaborations between the recipient and the provider. This type of document also serves as a sort of bailment agreement in which the recipient is given temporary custody of the provider’s content but not ownership of it. This type of agreement also specifies the provider’s and recipient’s rights in relation to the research materials being used and their derivatives.

What’s Inside a Material Transfer Agreement?

Since a material transfer agreement is a legal document, utmost care should be taken whenever you’re writing one. With that being said, here are the provisions and clauses that you should keep in mind whenever you try to draft a material transfer agreement:

Parties to the Agreement. The first part to be noted when making the material transfer agreement is the parties who are involved in the agreement. The parties identified here are the full details of the provider, which is the institution or organization that provides the research material to be transferred, and the full details of the recipient, which is the institution or organization that will receive the research material that is transferred to them by the provider.Definition of Terms. This part of the material transfer agreement serves to define the important terms that are found inside the document. This section is important because it may help to clear up any discrepancies regarding specific terms should any confusion arise between the parties involved and it also serves to define the terms the way the author of the agreement wants them to be understood.Description of the Research Material. This part of the agreement states in writing the full description of the research material to be transferred from the provider to the recipient throughout the agreement. This part may also state the full description of the data to be transferred if such data exists to accompany the research material.Collection of the Research Material. This part of the material transfer agreement states that the to be transferred was collected and processed from the source in accordance with the appropriate local laws, the assurances, and the approvals by the board in which the material transfer takes place. Obligations of the Provider. This part of the agreement states the obligations of the provider of the research material to be transferred, one of those obligations being that the provider should notify the governing body in the jurisdiction in which the research material transfer will take place about the material transfer agreement entered into within the timetable provided by them. Additionally, this also states that the governing body will inform the beneficiary about the information shared to them by the provider.Obligations of the Recipient. This part of the agreement states in writing the obligations of the recipient of the research material that is handed over by the provider. Obligations of the recipient include committing to utilizing the research material and supporting data exclusively for the approved research project and not for any unapproved commercial objectives, including selling or transferring to a third party for commercial reasons. This section of the agreement also stipulates that the receiver agrees to disclose to the provider any data, innovations, or publications emerging from the use of the study material and/or supporting data.Disclaimer. In the case of the research material being transferred involving biological or biospecimen resources, a disclaimer must be included in the agreement. This part of the agreement states that any research material given in accordance with this agreement is recognized to be experimental in nature and may have dangerous qualities due to the use of biological materials. It also states that the provider makes no representations and extends no warranties of any kind, be it expressed or implied, and that the recipient of the research material will assume liability for third-party claims for damages arising from its use, storage, processing, or disposal of the specimen, except when the damage is caused by the provider’s gross negligence or willful misconduct, in which case the provider shall be liable.Dispute Settlement. After the disclaimer, another thing to take note of when writing this agreement is how disputes should be settled, which is why this part needs to be included. This section of the agreement will indicate that any issue originating from this agreement may be settled amicably, which means that the parties will seek to resolve the problem in due diligence through negotiations. If the parties are unable to resolve the disagreement through negotiation, they may select mediation through an impartial third-party mediator who is mutually agreed upon. If mediation fails, either party may refer the matter to arbitration under the norms of an official organization agreed upon by the parties to the issue and select an arbitrator. It should also be made clear to the parties that the results of arbitration are legally binding.Termination of the Agreement. This part of the agreement states that any party may terminate the agreement by providing written notice to the other party within a certain number of days. Furthermore, this part also states that after the research project is completed or the agreement is canceled, whichever happens first, all unused research material and associated documentation will be either destroyed in accordance with all relevant statutes and regulations or returned to the provider as requested.Acknowledgement Clause. Since the material transfer agreement involves a transfer of research material from the provider to the recipient for their research purposes, the appropriate acknowledgment must be given to the provider when the research is published or presented. Specifically stating, this section of the agreement says that the receiver must recognize and correctly name the specimen that contributed as a resource during the research in all conference presentations or written publications arising from the usage of the research material and accompanying data unless the provider says otherwise.Shipment of Material. A relatively short section of the agreement, this part states that the provider will update the recipient whenever the research material and supporting data are ready for shipment and shall do so when it is ready to ship. It also states if the material will be delivered straight to the recipient or if the recipient will just pick it up at a local courier branch.Signatures. The final part of the entire document, this section is where the parties involved in the agreement affix their names and signatures to signify that they acknowledge each of their responsibilities throughout the duration of the agreement and agree to the terms stipulated in the entire document, as well as the date in which the signatures are affixed.

How to Write a Material Transfer Agreement

Here are the steps and/or guidelines that can also serve as core principles for you to follow whenever you prepare to draft a material transfer agreement:

  • 1. Identification of the Parties

    The first thing to do when drafting a material transfer agreement is to identify the parties involved and define their responsibilities throughout the agreement’s duration. Typically, the parties involved in a material transfer agreement are the provider and the recipient. The main role of the provider is to provide the necessary research material and supporting data to the recipient. The main role of the recipient is to utilize the given research material and supporting data exclusively for the approved research project and not for any unapproved commercial objectives or personal gain.

  • 2. Identification of the Research Material

    After identifying the parties involved in the material transfer agreement, the next thing that should be done is to identify the research material to be transferred along with its supporting data if applicable. Typically, the most common research materials that are to be transferred in this agreement are biological materials, mouse models, and reagents. Sometimes, chemical materials or different types of software are also transferred in this agreement.

  • 3. Writing the Agreement

    After identifying what type of research material is to be transferred in this agreement, this step will then follow. Keep the material transfer agreement as basic as possible when writing it. This is done so that the institutions can effectively monitor and enforce the agreements. Furthermore, material transfer agreements must be compatible with a realistic evaluation of the institutions’ risks and advantages, both in terms of legal responsibilities and prospective income generating.

  • 4. Discussion of Risks and Assessment

    After writing the material transfer agreement, this step will then follow. It is important for the parties involved to have a discussion concerning the risks during the material transfer and the methods in which it can be properly assessed. The first sort of risk is related to the materials’ safety in usage. The agreement must ensure that the research materials provided are never used in research involving human subjects. Legal risk is another sort of risk that may be assessed. Unauthorized use of research resources may result in victims suing institutions, and other parties may allege that the materials provided are not of the standard stated by the distributor. When the risks have been adequately assessed, the agreement may restrict the delivery of research materials to the recipient, requiring the recipient to return the materials to the originator in order to access resources under its conditions.

  • 5. Document Verification

    After discussing the risks involved in this agreement, now is the time to give the document a verification procedure. When verifying the document, take extra caution that no overreaching claims are written. When institutions seek to overreach their rights in an invention by invoking reach-through claims, problems develop. These clauses are troublesome not just in terms of intellectual property legislation, but also in terms of negotiation, and they will almost certainly cause the execution of a final agreement to be delayed. All material transfer agreements should be subject to a no-reach-through policy. Such words, which are frequently associated with research materials supplied by industry, should be omitted by research institutes. Similarly, institutions should resist the temptation to include reach-through measures in this agreement.

FAQs

What is the purpose of an incoming material transfer agreement?

An incoming material transfer agreement’s purpose is to protect a researcher’s ability to utilize and publish research, as well as any current or potential intellectual property, and to specify the use of any accompanying private information. An incoming material transfer agreement is reviewed to verify that the agreement provisions do not conflict with rights given in other agreements related to the study.

Why is a material transfer agreement needed?

A material transfer agreement is required because it offers the receiver a license to use the exclusive material while also ensuring that both parties are aware of how the materials may be used and any limitations. Material transfer agreements also control problems such as ownership of adaptations and changes of the materials, risk transfer, limitations on usage, confidentiality of data related to the contents, and rights to innovations and/or research results deriving from their use.

What is the purpose of an outgoing material transfer agreement?

A material transfer agreement for outgoing material is often used to protect the material supplier from losing control of the research material (and its supporting data if applicable) and its research use. If there is no agreement, the recipient of the content has no legal constraints on using or transferring the material.

Whenever the transfer of research material and their supporting data between a provider and a recipient is needed, a material transfer agreement should be drafted so that concrete guidelines are present concerning how the research material is to be transferred, how the research material is to be handled throughout the agreement’s duration, and how any disputes should be resolved if any should arise. In this article, there are plenty of sample templates for you to have a look at whenever you need to know what this type of document is and whenever you need a reference should you need to make one.